The second season of this series is a radical departure from the first. Civilization has crumbled, in part to the aliens' influence. Two members of the team are killed--Colonel Ironhorse and Norton Drake, the crippled computer guy. Their headquarters is also demolished in the first episode, literally forcing them underground. Harrison Blackwood (Jared Martin) and Suzanne McCullough and her daughter find refuge with John Kincaid (Adrian Paul of HIGHLANDER the series), who has a secret hideout down in the sewers. He's a loner and reluctantly agrees to help them.

The aliens are forced to take on human form, though they still have the glow-in-the-dark green blood. The new villain/leaders are Mana (Catherine Disher of FOREVER KNIGHT) and Malzor (Denis Forest), who are damp looking. Their technology is organically based and repulsive, especially when we see them feeding themselves from these fleshy bladders. The aliens are also able to clone humans and use these clones as agents to infiltrate the humans. They also talk to their leader, who they worship as a god. It is really pretty cool looking, with one eye and tentacles, like something out of the Cthulhu Mythos. The human looking aliens try to deceive humans by taking over their religious leaders and making duplicates of their loved ones.

In one episode Harrison falls in love with a human looking alien who the bad aliens took out of suspended animation. She has the ability to make crystals, which powers their technology, and are holding her son hostage so she'll do their bidding. In another, Suzanne's teenaged daughter falls in love with a teenaged alien, which shows that they aren't all bad. In fact, this girl is instrumental in bringing the aliens down in the end, as she helps reveal that their chosen leader really deceived them all into invading the Earth when it was really just supposed to be a research mission. The whole war was just a means to give himself power.

I did like some of the episodes and I particularly liked that idea that civilization has crumbled, but the budgets are clearly much much lower than in the previous season, there are fewer effects and a lot more talking about how miserable they all are which becomes tiresome after a while. Also, the resolution to the series is simply lame.